Restaurant Brands New Zealand Limited logo

Dividend Reinvestment Plan

Dividend19 October 2017RBDConsumer Discretionary

20 October 2017
NZX

ASX




Introduction of Dividend Reinvestment Plan


Restaurant Brands New Zealand is pleased to advise that it has implemented a dividend

reinvestment plan, under which shareholders may elect to reinvest all or part of their cash

dividends in additional Restaurant Brands shares (the DRP). Details of the DRP are set out

in the attached Dividend Reinvestment Plan Offer Document.


Copies of the Dividend Reinvestment Pan Offer Document and instructions for participating

in the DRP have today been sent to shareholders.


The DRP provides an easy and convenient way for shareholders to increase their

investment in Restaurant Brands without incurring brokerage fees. The DRP is optional and

is open to all shareholders who have a registered address in New Zealand or Australia.


Shareholders who wish to participate in the DRP in relation to the interim dividend

announced on 19 October 2017 will need to complete and submit the Participation Form

enclosed in the Dividend Reinvestment Plan Offer Document by 5:00pm New Zealand time

on 10 November 2017.





For further information, please contact:

Grant Ellis

Company Secretary

09 525 8700


RESTAURANT BRANDS NEW ZEALAND LIMITED

---

DIVIDEND
REINVESTMENT

PLAN OFFER


DOCUMENT

RESTAURANT BRANDS

NEW ZEALAND LIMITED

This is an important document. If you do not understand it, or

if have any questions in relation to the Dividend Reinvestment

Plan or how to act, please contact your financial adviser.

B
Dear Shareholder

Your Board is focused on increasing value for

shareholders. The Restaurant Brands Dividend

Reinvestment Plan provides an easy and convenient

way for you to increase your investment in

Restaurant Brands without any brokerage fees.

Under the Plan you can decide whether to reinvest

all, part or none of your cash dividends in additional

Restaurant Brands shares.

This Offer Document explains how the Plan works

so that you can decide whether or not you would like

to participate. Participation in the Plan is optional

so if you decide not to participate, you do not need

to do anything and you will continue to receive all

future dividends as cash. If you change your mind

regarding participation you can elect to join the

Plan at any time.

Your Board expects to issue new shares under the

Plan at the market price at the time of issue, but has

the flexibility to issue shares at a discount. For the

latest dividend information and to see if a discount

currently applies go to www.restaurantbrands.co.nz.

The Plan is flexible so you can choose your level of

participation according to your own circumstances

and investment goals. Full details are set out in

the Terms and Conditions contained in this

Offer Document.

Please read the information in this Offer Document

carefully. You should consult your own financial

adviser if you have any questions.

Yours faithfully

Ted van Arkel

Chairman

Dividend Reinvestment Plan Offer Document

01

CONTENTS

01 Letter to Shareholders

02 Questions and Answers

07 Terms and Conditions

20 Glossary

21 Directory

1. What is the Restaurant Brands
Dividend Reinvestment Plan?

The Restaurant Brands New Zealand Limited

Dividend Reinvestment Plan (the “Plan”) gives

you, as a Shareholder in Restaurant Brands

New Zealand Limited (“Restaurant Brands”),

the opportunity to reinvest the net proceeds

of cash dividends payable on your fully paid

ordinary shares (“Shares”) in additional Shares.

This provides a convenient method for you to

increase your investment in Restaurant Brands

free of brokerage charges.

2. Am I eligible to participate?

As at the date of this Offer Document, the Plan

is only available to holders of Shares who have

a New Zealand or Australian address on the

Restaurant Brands Share register.

However, if you hold any Shares over which

Restaurant Brands has a lien or charge, those

Shares will not be eligible to participate in

the Plan.

3. How do I participate in the Plan?

Once you have read this Offer Document you

can elect to participate at any time by making

an election online at www.investorcentre.com/nz.

Alternatively, you can send a completed

Participation Form to Computershare Investor

Services, at the address details set out in

the Directory.

Q&A

4. What options do I have regarding

participating in the Plan?

Participation in the Plan is optional. If you wish

to participate in the Plan, you may elect one of

the following:

(a) Full participation

Full participation means that all of your

Shares (including all Shares held both now

and any Shares acquired in the future,

including where issued or transferred to

you under the Plan) will participate in

the Plan for all future dividends to which

the Plan applies (unless you vary your

participation in the Plan in accordance with

the Terms and Conditions of the Plan).

(b) Partial participation

Partial participation means that the number

of Shares nominated by you will participate

in the Plan for all future dividends to which

the Plan applies (unless you vary your

participation in the Plan in accordance with

the Terms and Conditions of the Plan).

You will continue to receive in cash any dividend

on any of your Shares which do not participate in

the Plan. If you do not wish to participate in the

Plan, you are not required to do anything. You will

continue to receive in cash any dividends paid on

all of your Shares.


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5. What if I change my mind?
You can join the Plan, vary your participation

or withdraw from the Plan at any time

online at www.investorcentre.com/nz or

by sending a completed Participation Form

to Computershare Investor Services.

Participation Forms are available online

or from Computershare Investor Services

on request.

A variation or withdrawal will be effective

from the first Record Date after you notify

Computershare Investor Services.

6. How much does it cost?

Participation in the Plan is free and provides

you with the ability to acquire additional Shares

in Restaurant Brands free of any brokerage,

commission or other transaction costs.

7. What price will I pay?

The price of Shares is based upon the arithmetic

average of the daily volume weighted average

sale price (rounded to the nearest cent) of all

Restaurant Brands Shares sold through the

NZX Main Board (excluding special trades)

during a period of not more than 10 trading

days, as determined by the Board. This period

will begin two trading days after the relevant

dividend record date or any other date, as

determined by the Board. The Share price may

be subject to a discount set by the Board from

time to time.

The length of the period during which the price

for Shares is set, the first day of that period

and the discount, if any, will be announced by

Restaurant Brands to Shareholders at the

same time the dividend is announced for the

relevant period.

8. If I elected to participate in

Restaurant Brands’ previous dividend

reinvestment plan, does that election

apply to the Plan?

No. Restaurant Brands previously operated a

dividend reinvestment plan under an offer

document dated 2 February 2001. That plan

last operated in 2004.

If you elected to participate in the previous

dividend reinvestment plan, your election will

not apply in respect of the Plan. If you wish

to participate in the Plan, you must elect to do

so in accordance with this Offer Document.

9. Can the Plan be changed in the

future?

Yes. The Restaurant Brands Board may change,

suspend or cancel the Plan at its sole discretion.

If that occurs, notice will usually be given

through the NZX and ASX.

If Restaurant Brands changes the Plan, those

changes will not affect any Shares issued to you

under the Plan prior to the change.

10. How do the Shares rank and can

I sell them?

Shares issued or transferred to you under the

Plan will rank equally in all respects with

existing Shares. You can sell shares issued

or transferred to you under the Plan.

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Restaurant Brands New Zealand Limited

11. Are there any tax implications?
For New Zealand and Australian income tax

purposes, dividends reinvested in Shares under

a dividend reinvestment plan are generally

treated in the same manner as a cash dividend.

Restaurant Brands will provide details of the

amount of the dividend, taxes withheld and

credits available so that you can complete your

tax returns. More information is set out in

paragraph 19 of the Terms and Conditions.

You should contact your professional tax

adviser for information about your specific

circumstances.

12. What is Restaurant Brands’ dividend

policy?

The Board of Directors of Restaurant Brands

will consider whether to pay a dividend, and

the amount or timing of any such dividend, in

respect of each relevant financial year having

regard to all relevant factors, including financial

performance, cash flow, capital requirements

and the availability of imputation credits.

The payment of dividends is not guaranteed

by Restaurant Brands and Restaurant Brands’

dividend policy may change from time to time.

TERMS AND

CONDITIONS

1. Introduction

1.1 The Terms and Conditions of the Restaurant Brands

New Zealand Limited (“Restaurant Brands”) Dividend

Reinvestment Plan (the “Plan”) are set out below.

1.2 Under the Plan, holders of fully paid ordinary shares in

Restaurant Brands (“Shares”) may elect to reinvest the

net proceeds of cash dividends paid on all or any of

their Shares in Restaurant Brands by acquiring further

Shares in Restaurant Brands (“Additional Shares”).

1.3 This Offer Document is issued in compliance with the

exclusion for dividend reinvestment plans contained in

Schedule 1 to the Financial Markets Conduct Act 2013

and the Financial Markets Conduct Regulations 2014.

Accordingly, no product disclosure statement is

required in respect of the Plan.

1.4 This Offer Document replaces the dividend

reinvestment plan offer document dated 2 February

2001 (“Previous DRP”) and has been prepared as at

17 October 2017. If you elected to participate in the

Previous DRP your election will not apply in respect

of the Plan. If you wish to participate in the Plan,

you must elect to do so in accordance with these

Terms and Conditions.

1.5 Capitalised terms used in these Terms and Conditions

have the meanings set out in the Glossary.

1.6 The Questions and Answers section of this Offer

Document set out summary answers to key questions.

If there is any inconsistency between the Questions

and Answers and these Terms and Conditions, the

Terms and Conditions will prevail.

2. Participation in the Plan

Subject to paragraph 4.1, Restaurant Brands offers to all

Shareholders the right to elect to participate in the Plan.

However, if you hold any Shares over which Restaurant

Brands has a lien or charge, those Shares will not be

eligible to participate in the Plan.

3. Options available to you

3.1 You may elect to participate in the Plan by exercising

one of the following options:

(a) Full participation: If you elect full participation,

participation in the Plan will apply to all Shares

registered in your name on each relevant

Record Date.

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(b) Partial participation: If you elect partial
participation, only the number of Shares

nominated by you will participate in the Plan.

If you nominate a number of Shares in excess

of the number of Shares held by you, your

application will be deemed to be an application

for full participation.

3.2 If you do not wish to participate in the Plan, you are

not required to do anything. You will continue to

automatically receive in cash any dividends paid on

all of your Shares.

4. Application of the Plan to

overseas shareholders

Participation in the Plan by Shareholders outside

of New Zealand or Australia

4.1 Restaurant Brands may, in its absolute discretion, elect

not to offer participation under the Plan to Shareholders

whose address on Restaurant Brands’ Share register

is outside New Zealand or Australia if Restaurant Brands

considers that to do so would risk breaching the laws

of any relevant jurisdiction outside of New Zealand or

Australia and it would be unduly onerous to ensure

compliance with the laws of that jurisdiction.

4.2 As at the date of this Offer Document, the Board of

Directors of Restaurant Brands (“Board”) has elected

not to offer participation in the Plan to Shareholders

whose address on Restaurant Brands’ Share register

is outside New Zealand or Australia. The Board may

change this policy at its sole discretion.

Information for Australian Shareholders

4.3 The offer of securities under the Plan does not

need disclosure for the purposes of section 708 of

the Corporations Act 2001 (Cth). Accordingly, this

Offer Document will not be lodged with the Australian

Securities and Investments Commission (“ASIC”).

4.4 If you are resident in Australia, please note that

Restaurant Brands is not licensed to provide financial

product advice in relation to the securities offered

under the Plan. There is no cooling-off regime that

applies in respect of your acquisition of securities

offered under the Plan. This Offer Document does not

take into account your personal objectives, financial

situation or needs. You should consider obtaining your

own financial product advice in relation to the proposed

offer from an independent person who is licensed by

ASIC to give such advice.

Representations and warranties from overseas

Shareholders

4.5 If you are not resident in New Zealand or Australia

and you apply to participate in the Plan, you represent

and warrant to Restaurant Brands that the offer of

Shares under the Plan to you, and your participation in

the Plan, does not breach any laws in your country

of residence.

4.6 If you are not resident in New Zealand or Australia and

you hold Shares through a New Zealand or Australian

resident nominee:

(a) you must not allow your nominee to participate in

the Plan if participation in respect of your Shares

would breach any laws of your country of

residence; and

(b) if you elect to participate in the Plan through

your nominee, you are deemed to represent

and warrant to Restaurant Brands that you

can lawfully participate in the Plan through

your nominee.

4.7 Restaurant Brands accepts no responsibility for

determining whether you or any other Shareholder is

able to participate in the Plan under laws applicable

outside of New Zealand or Australia.

5. How to participate in the Plan

5.1 To participate in the Plan you must make a

“Participation Election” in one of the following ways:

(a) Online Election: By visiting the website of

Restaurant Brands’ Share registrar Computershare

Investor Services Limited (“Registrar”) at

www.investorcentre.com/nz.

(b) Participation Form: Complete the Participation

Form in accordance with the instructions on

that form, and send the completed Participation

Form to:

By post: Computershare Investor Services

Private Bag 92119

Auckland 1142

By email: drp@computershare.co.nz

or to such other person or address as

Restaurant Brands may determine

(as announced by Restaurant Brands

to NZX and ASX).

5.2 Subject to these Terms and Conditions, you can make

an election at any time while the Plan is in effect.

You can at any time download the Participation Form

and Offer Document from the Restaurant Brands

website at www.restaurantbrands.co.nz or request

a Participation Form and Offer Document from

the Registrar.

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5.3 Restaurant Brands may accept or reject a Participation
Election that is not properly completed or, where

applicable, signed, and correct any error in, or omission

from, a Participation Election. A Participation Election

that is accepted (including after the correction of any

error or omission) under this paragraph 5.3 will be

treated as being correctly completed for the purposes

of these Terms and Conditions.

5.4 You must provide a separate Participation Election

in respect of each holding of Shares identified by

a separate holder number or common shareholder

number that you wish to participate in the Plan.

6. When your participation becomes effective

6.1 The record date for determining entitlements under

the Plan is 5.00pm New Zealand time on the date fixed

by Restaurant Brands for determining entitlements to

a dividend (“Record Date”).

6.2 Your participation in the Plan will be effective as to

dividends payable from the first Record Date after

receipt by the Registrar of a properly completed

Participation Election.

6.3 Any Participation Election received after 5.00pm

New Zealand time on a Record Date will be effective

only from the next following dividend.

6.4 Your participation in the Plan will continue for all future

dividends to which the Plan applies in accordance

with these Terms and Conditions, unless you vary your

participation in the Plan in accordance with these

Terms and Conditions.

7. How Restaurant Brands determines your

level of participation in the Plan

7.1 You may in your Participation Election elect full

participation, or partial participation, in the Plan,

on the basis set out in paragraph 2.

7.2 If your Participation Election does not indicate your

level of participation or indicates a level of participation

which is more than the number of Shares that you

hold but is otherwise correctly completed, you will be

deemed to have applied for full participation in the Plan.

7.3 If you elect partial participation in the Plan and the

number of Shares held by you on a relevant Record

Date is less than the number of Shares specified in your

Participation Election, then you will participate in the

Plan only in respect of that lesser number of Shares.

7.4 You may vary the extent of your participation in the

Plan in accordance with these Terms and Conditions.

8. Your direction to Restaurant Brands

8.1 Your “Participating Shares” are the Shares held by you

(registered in your name on the Share register) in

respect of which you have validly elected to participate

in the Plan on a Record Date, subject to paragraph 7.

8.2 By electing to participate in the Plan, you direct

Restaurant Brands to apply the net proceeds of any

cash dividend payable or credited on the Participating

Shares held by you on each relevant Record Date as

payment for Additional Shares to be issued or

transferred to you under the Plan. The number of

Additional Shares to be issued or transferred to you

will be calculated in accordance with paragraph 9.

8.3 Your direction in paragraph 8.2 will:

(a) continue unless and until you terminate or vary

your participation in the Plan, or Restaurant

Brands terminates your participation in the Plan,

in accordance with these Terms and Conditions;

(b) not apply during any suspension of the Plan by

Restaurant Brands.

8.4 If you vary your participation in the Plan in accordance

with these Terms and Conditions, your direction in

paragraph 8.2 will apply in respect of your varied

number of Participating Shares.

9. Your entitlement to Additional Shares

Formula for calculation of Additional Shares

9.1 If you elect to participate in the Plan, the number of

Additional Shares to be issued or transferred to you will

be calculated in accordance with the following formula:

AS =

(PS x D)

Price

Where:

AS is the number of Additional Shares you will

receive (with fractional entitlements rounded

down to the nearest whole number).

PS is the number of your Participating Shares.

D is the net proceeds per Share from Restaurant

Brands (expressed in cents and fractions of cents,

including any supplementary dividends in respect

of Participating Shares payable to non-resident

Shareholders but excluding any imputation

credits and after deduction of any resident and

non-resident withholding (or other) taxes, if any)

of cash dividends payable or credited on that

Share which would otherwise have been payable

to you in cash if you had not elected to participate

in the Plan.

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Price the arithmetic average of the daily volume
weighted average sale price (rounded to the

nearest cent) of all Shares sold through a Normal

Trade on the NZX Main Board during a period of

not more than 10 trading days, as determined by

the Board, commencing two trading days after

the Record Date, or any other date as determined

by the Board (“Weighted Average Sale Price”),

less a discount (if any) as determined by the

Board in its sole discretion from time to time.

9.2 For the purposes of the definition of “Price” in

paragraph 9.1:

(a) A “Normal Trade” means all trades excluding

special trades such as special crossings, overseas

trades, option exercise trades and any other trade

determined by the Board in its discretion to not

be reflective of normal trading in Shares.

(b) If no sales of Shares occur during the period

determined by the Board for setting the price of

Shares, then the Weighted Average Sale Price will

be deemed to be the sale price for a Share on the

first price setting trade of Shares which takes

place after that period.

(c) The Weighted Average Sale Price may be

reasonably adjusted by Restaurant Brands to

allow for any bonus issue or dividend or other

distribution expectation. If, in the opinion of the

Board in its sole discretion, any exceptional or

unusual circumstances have artificially affected

the Weighted Average Sale Price, Restaurant

Brands may make such adjustment to that sale

price as it considers reasonable.

(d) The length of the period during which the price

for Shares is set, the first day of that period and

the discount, if any, in each case as determined

by the Board will be announced by Restaurant

Brands to NZX and ASX at the same time the

dividend is announced.

9.3 The determination of the price of the Additional Shares

by the Board, or by some other person nominated

by the Board, will be binding on you and all other

Participating Shareholders.

Restaurant Brands will keep any balance resulting from

fractional entitlements

9.4 Any net proceeds per Share, as described in the

definition of “D” in paragraph 9.1, which are not applied

to the issue or transfer of an Additional Share to you

because fractional entitlements to Additional Shares are

rounded down to the nearest whole number will be

retained by Restaurant Brands for its sole benefit and

will not be refunded or paid to you or held by

Restaurant Brands or the Registrar on your behalf.

10. Materially adverse information which is not

publicly available

Restaurant Brands will ensure that, at the time the price

for the Additional Shares is set under paragraph 9, it

will have no information that is not publicly available

that would, or would be likely to, have a material adverse

effect on the realisable price of the Shares if the

information was publicly available.

11. Compliance with laws, listing rules and

Constitution

11.1 The Plan will not operate in relation to a dividend to

the extent that the issue or transfer of Additional Shares

under the Plan would breach any applicable law, the

NZX Main Board Listing Rules, the ASX Listing Rules,

or the Constitution.

11.2 If for any reason Restaurant Brands cannot or does not

issue or transfer you Additional Shares under the Plan

in respect of a dividend, the relevant dividend on

Participating Shares will be paid or distributed to you

in the same manner as to Shareholders not participating

in the Plan.

12. Allotment of Additional Shares to you

Restaurant Brands will issue or transfer Additional

Shares to you

12.1 Restaurant Brands will, on the day that it would have

otherwise paid a relevant dividend to you, issue

or transfer to you the number of Additional Shares

calculated in accordance with paragraph 9.

Terms of issue and ranking of Additional Shares

12.2 Additional Shares issued or transferred to you and other

Participating Shareholders under the Plan will be issued

or transferred on the terms set out in the Plan, and

subject to the rights of termination, suspension and

modification set out in paragraph 15, will not be issued

on any other terms and will all be subject to the same

rights as each other.

12.3 Additional Shares will, from the date of issue or transfer

to you, have the same rights as and rank equally in all

respects with Additional Shares issued or transferred to

all other Participating Shareholders and with all other

Shares on issue as at that date.

13. Source of Additional Shares

Additional Shares may, at the Board’s discretion, be:

(a) new Shares issued by Restaurant Brands;

(b) existing Shares acquired by Restaurant Brands

or a nominee or agent of Restaurant Brands; or

(c) any combination of new Shares and existing

Shares.

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14. Restaurant Brands will provide you with
statements about your participation in

the Plan

If you elect to participate in the Plan, Restaurant Brands

or the Registrar will send to you, as soon as practicable

after each date on which Restaurant Brands pays a

dividend on Shares (other than a dividend where the Plan

does not operate in respect of your Participating Shares)

(“Payment Date”), a statement detailing:

(a) the number of Shares in your name on the Share

register on the relevant Record Date;

(b) the number of your Participating Shares on the

relevant Record Date;

(c) the amount of:

(i) your dividend reinvested in Additional Shares;

and

(ii) your dividend paid in cash on the Shares

which were not Participating Shares

(if applicable);

(d) the amount of any tax deduction or withholding

made;

(e) the number of Additional Shares issued or

transferred to you under the Plan on the Payment

Date and the price of those Additional Shares,

including the discount (if any), determined by

the Board under paragraph 9;

(f) the amount of any imputation or other taxation

credits; and

(g) such other matters required by law with respect

to dividends and/or the reinvestment of dividends

under the Plan.

15. Termination, suspension and modification

by Restaurant Brands

Termination or modification by Restaurant Brands

15.1 The Board may at any time in its sole discretion:

(a) terminate, suspend or modify the Plan. If the Plan

is modified, then a Participation Election will be

deemed to be a Participation Election under the

Plan as modified unless that Participation Election

is varied or withdrawn by you in accordance with

paragraph 16; or

(b) suspend the operation of the Plan so that it will

not apply in whole or part to any dividends or

distributions; or

(c) resolve that participation will not apply in whole

or part to any dividend and that the balance of

the dividend (as the case may be) will be paid

in cash; or

(d) resolve, in the event of the subdivision,

consolidation or reclassification of the Shares

into one or more new classes of Shares, that a

Participation Election will be deemed to be a

Participation Election in respect of the Shares as

subdivided, consolidated or reclassified unless

such Participation Election is subsequently varied

or withdrawn by you in accordance with

paragraph 16; or

(e) resolve that a Participation Election will cease

to be of any effect; or

(f) resolve that Additional Shares may be acquired

at a discount to the market price of Shares in

accordance with paragraph 9; or

(g) determine that the Plan may be underwritten on

such terms as agreed between Restaurant Brands

and an underwriter.

15.2 The Board and Restaurant Brands will not be liable

to you, and you will have no claim of any nature against

the Board or Restaurant Brands, for or in connection with

any action, decision or resolution under paragraph 15.1.

Restaurant Brands will provide notice of any

termination, suspension or modification

15.3 Subject to paragraph 15.4, notice of any termination or

suspension by Restaurant Brands under paragraph 15.1

will be given by way of an announcement to NZX and

ASX. Notice of any modification of the Plan under

paragraph 15.1 will be sent to all Participating

Shareholders.

When no notice required

15.4 Notwithstanding any provision in these Terms and

Conditions, Restaurant Brands may at any time, without

the need for any notice:

(a) modify the Plan to comply with the Constitution,

the NZX Main Board Listing Rules, the ASX Listing

Rules or any law; and

(b) make minor amendments to the Plan where such

amendments are of an administrative or

procedural nature.

16. Variation or termination by you

16.1 You may, at any time, by making a valid Participation

Election in accordance with paragraph 5:

(a) increase or decrease the number of Participating

Shares; or

(b) terminate your participation in the Plan.

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16.2 Such variation or termination will take effect from
the first Record Date after the Participation Election

is received by the Registrar. A properly completed

Participation Election will need to be received by the

Registrar prior to 5.00pm New Zealand time on the

relevant Record Date for the variation or termination

to be effective in respect of dividends payable in

relation to that Record Date.

17. Death of Participating Shareholder

If a Participating Shareholder dies, participation in

the Plan by that Shareholder will cease on receipt

by Restaurant Brands of a notice of death in a form

acceptable to Restaurant Brands. Death of one of

two or more joint Participating Shareholders will not

automatically terminate participation in the Plan.

18. Reduction or termination of participation

where no notice given

Dispositions where partial participation

18.1 If you elect to participate in the Plan in respect of some

but not all your Shares and you dispose of some of your

Shares then, unless you notify the Registrar otherwise

in writing:

(a) the Shares disposed of will be deemed to be

Shares which are not Participating Shares; and

(b) if the number of Shares disposed of is greater

than the number of your Shares which are not

Participating Shares, the balance will be attributed

to Participating Shares.

Partial dispositions where full participation

18.2 If you elect full participation in the Plan and you dispose

of part of your holding of Shares without giving the

Registrar written notice terminating your participation

in the Plan in accordance with paragraph 16.1(b), the

Plan will only apply in respect of the number of Shares

held by you on each relevant Record Date following

that disposal.

Dispositions of all Shares

18.3 If you dispose of all of your holding of Shares you will

be deemed to have terminated participation in the Plan

from the date Restaurant Brands registers a transfer

of those Shares.

19. Taxation

19.1 The statements below in relation to taxation reflect the

relevant New Zealand and Australian tax law as at the

date this Offer Document was prepared and, as such,

are subject to any change in New Zealand or Australian

taxation laws. It is intended as a general guide only and

is not an authoritative or complete statement of all

potential tax implications for each Shareholder.

Taxation is a complex area of law and the taxation

consequences for each Shareholder may differ

depending upon their particular circumstances.

Accordingly, you should consult your own tax adviser

as to the taxation implications of participating in

the Plan. Restaurant Brands does not accept any

responsibility for the financial or taxation effects of

your participation or non-participation in the Plan.

New Zealand Shareholders

19.2 For New Zealand tax purposes, a New Zealand resident

Participating Shareholder should be treated in the

same way as if the Participating Shareholder did

not participate in the Plan. This means that the

Participating Shareholder will derive a dividend of the

same amount that the Participating Shareholder would

have derived if the Participating Shareholder had not

participated (i.e. the Participating Shareholder will be

treated as receiving a dividend from Restaurant Brands

which is then applied to purchase or subscribe for

Additional Shares).

19.3 Accordingly, unless the New Zealand Shareholder

notifies Restaurant Brands that the Shareholder holds a

resident withholding tax (“RWT”) exemption certificate,

the dividend (including any attached imputation

credits) will be subject to RWT which may be deducted

at source by Restaurant Brands (and therefore reduces

the amount applied to purchase or subscribe for

Additional Shares). If Restaurant Brands deducts RWT

at source, as at the date of this Offer Document, RWT

will be deducted at the rate of 33% with an allowance

for any attached imputation credits. For example, RWT

will be deducted at the rate of 5% where a dividend

is fully imputed (reflecting company tax paid at the

28% rate).

19.4 The New Zealand Shareholder will need to return the

dividend (including any attached imputation credits

and before any RWT has been deducted) as assessable

income, which will be taxable to the New Zealand

Shareholder at the Shareholder’s personal marginal tax

rate. Any attached imputation credits or RWT deducted

will be creditable against New Zealand taxes payable.

Australian Shareholders

19.5 For Australian tax purposes, an Australian resident

Participating Shareholder should be treated in the same

way as if they had not participated. This means that the

Australian resident Participating Shareholder should

derive a dividend of the same amount that they would

have derived if they had not participated (i.e. the

Australian resident Participating Shareholder should be

treated as receiving a dividend from Restaurant Brands

which is then applied to purchase or subscribe for

Additional Shares).

16

Dividend Reinvestment Plan Offer Document

17

Restaurant Brands New Zealand Limited

19.6 For an Australian resident Participating Shareholder, the
gross dividend (including any withholding tax deducted

in New Zealand) should generally be assessable to the

Australian resident Participating Shareholder at its

respective tax rate. The Australian resident Participating

Shareholder may be entitled to a foreign income tax

offset for any withholding tax deducted in New Zealand.

19.7 Where a dividend is paid to an Australian resident

Participating Shareholder it will be subject to

New Zealand non-resident withholding tax (“NRWT”)

which is deducted at source by Restaurant Brands

(and therefore reduces the amount applied to purchase

or subscribe for Additional Shares). As at the date of

this Offer Document, NRWT will generally be deducted

at the rate of 15%. However, where the dividend is fully

imputed and the Australian Shareholder holds less than

10% of the shares and voting interests in Restaurant

Brands, the impact of NRWT may effectively be negated

by Restaurant Brands paying the Australian resident

Participating Shareholder a supplementary dividend in

addition to the dividend paid to all shareholders.

19.8 To the extent the Australian Shareholder has a direct

voting interest in Restaurant Brands of 10% or more and

the dividend is fully imputed, the rate of NRWT will be 0%.

19.9 The Australian tax implications of the future sale of

Additional Shares acquired by an Australian resident

Participating Shareholder will depend on the particular

circumstances of that Shareholder. For Australian

capital gains tax purposes, the cost base of the

Additional Shares should include the amount of the

dividend (and any supplementary dividend) applied

to acquire the Additional Shares.

19.10 The Australian and New Zealand tax consequences

for an Australian resident company Participating

Shareholder holding 10% or more of the shares in

Restaurant Brands may differ to the consequences

described above.

Other non-resident Shareholders

19.11 Where the dividend is paid to non-New Zealand

resident Shareholders, it will be subject to NRWT which

is deducted at source by Restaurant Brands (and

therefore reduces the amount applied to purchase

or subscribe for Additional Shares).

19.12 The rate at which NRWT is imposed will depend on the

extent to which imputation credits are attached to a

dividend and whether the Shareholder is tax resident

in a country which has entered into a tax treaty with

New Zealand. As at the date of this Offer Document,

generally, NRWT is deducted at the rate of:

(a) 15%, or 0% if the tax rate applicable after applying

any relevant tax treaty would be less than 15%,

to the extent that a dividend is fully imputed; or

(b) 30%, or the tax rate applicable after applying any

relevant tax treaty, to the extent that a dividend

is not fully imputed.

19.13 Depending on the extent to which a dividend is

imputed, the impact of NRWT may effectively be

mitigated by Restaurant Brands paying a supplementary

dividend in addition to the dividend paid to all

Shareholders.

19.14 To the extent the non-New Zealand resident

Shareholder has a direct voting interest in

Restaurant Brands of 10% or more and the dividend

is fully imputed, the rate of NRWT will be 0%.

20. Costs

There are no charges for participation in or withdrawal

from the Plan. No brokerage or commission costs

will be incurred in respect of the acquisition of

Additional Shares.

21. Stock exchange quotation

Restaurant Brands will apply for quotation of the

Additional Shares which may be issued under the Plan

on the NZX Main Board and the official list of ASX. It is

expected that such Additional Shares will be quoted

on the NZX Main Board and ASX on the completion of

allotment procedures. However, neither NZX nor ASX

accept any responsibility for any statement in this

Offer Document.

22. Governing law

This Offer Document, the Plan, and its operation, will

be governed by the laws of New Zealand. By electing

to participate in the Plan you submit to the exclusive

jurisdiction of the Courts of New Zealand.

23. Other information

You may obtain from Restaurant Brands, free of charge,

Restaurant Brands’ most recent annual report and

financial statements (including the auditor’s report on

those financial statements) by contacting Restaurant

Brands at the address set out in the Directory, or by

electronic means from Restaurant Brands’ website:

www.restaurantbrands.co.nz.

18

Dividend Reinvestment Plan Offer Document

19

Restaurant Brands New Zealand Limited

GLOSSARYDIRECTORY
“Additional Shares” means the additional Shares to be issued

or transferred to Participating Shareholders under the Plan.

“ASIC” means the Australian Securities and Investments

Commission.

“ASX” means the Australian Securities Exchange.

“ASX Listing Rules” means the listing rules of ASX.

“Board” means the board of directors of Restaurant Brands.

“Constitution” means the constitution of Restaurant Brands.

“NZX” means NZX Limited.

“NZX Main Board” means the main board equity security

market operated by NZX.

“NZX Main Board Listing Rules” means the Main Board listing

rules of NZX.

“Offer Document” means this document which sets out the

Terms and Conditions of the Plan.

“Participating Shareholder” means a Shareholder who has

validly elected to participate in the Plan.

“Participating Shares” means the Shares held by a

Participating Shareholder (registered in the Participating

Shareholder’s name on the Share register) in respect of

which the Participating Shareholder has validly elected to

participate in the Plan.

“Participation Form” means the participation form to elect

to participate in the Plan.

“Plan” means Restaurant Brands’ Dividend Reinvestment Plan

on the Terms and Conditions set out in this Offer Document,

as amended from time to time.

“Record Date” means 5.00pm New Zealand time on the date

fixed by Restaurant Brands for determining entitlements to

a dividend.

“Registrar” means Computershare Investor Services Limited.

“Restaurant Brands” means Restaurant Brands New Zealand

Limited.

“Shareholder” means a holder of one or more Shares from

time to time.

“Shares” means fully paid ordinary shares in

Restaurant Brands.

Restaurant Brands New Zealand Limited

Level 3, Building 7, Central Park

666 Great South Road

Penrose

Auckland

New Zealand

or

PO Box 22 749

Otahuhu

Auckland

New Zealand

Website: www.restaurantbrands.co.nz

Registrar

Computershare Investor Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

or

Private Bag 92119

Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Website: www.investorcentre.com/nz

New Zealand legal advisers

Harmos Horton Lusk Limited

Level 37, Vero Centre

48 Shortland Street

Auckland 1010

New Zealand

Australian legal advisers

Corrs Chambers Westgarth

Level 17

8 Chifley

8-12 Chifley Square

Sydney NSW 2000

Australia

20

Dividend Reinvestment Plan Offer Document

21

Restaurant Brands New Zealand Limited

Dividend Reinvestment Plan Offer Document
23

PARTICIPATION FORM

Restaurant Brands New Zealand Limited – Dividend Reinvestment Plan

Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your Shares

in Restaurant Brands New Zealand Limited (“Restaurant Brands”).

Restaurant Brands has a Dividend Reinvestment Plan (the “Plan”). Full details of the Plan are set out in the Offer Document dated

17 October 2017. Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the

Offer Document. If you wish to reinvest all or part of your Restaurant Brands dividends under the Plan, complete and return this form in the

enclosed reply-paid envelope or email the completed form to drp@computershare.co.nz.

Alternatively, you may make your Participation Election, or vary an existing Participation Election online by visiting www.investorcentre.com/nz.

Name(s):

Address:

CSN/Holder Number: Daytime phone: ( )

In terms of Restaurant Brands’ Dividend Reinvestment Plan, I/we wish to participate in the Plan and request: (Choose one option only)


a) Full participation in the Plan for all my Shares I may hold from time to time

OR


b) Partial participation in the Plan, for the number of Shares stated. Please specify number of Shares:

Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a certificate of non-revocation

must accompany this form, and the relevant authority must either have been provided previously to the Registrar or accompany this form.

I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree to be bound by the terms and conditions of the

Restaurant Brands Dividend Reinvestment Plan set out in the Offer Document dated 17 October 2017 and this form. I/We hereby direct that the

net proceeds of all cash dividends I am/we are entitled to be paid or credited in respect of my/our Participating Shares be applied towards the

purchase of Additional Shares in accordance with the Plan.

Signature of Shareholder(s):

Date: / /

Date: / /

Date: / /

Participation will commence on the first Record Date after receipt by the Registrar of this Participation Form, correctly completed.

Participation will continue to apply until varied or terminated by submitting another Participation Form (available from the Registrar upon

request or on Restaurant Brands’ website, www.restaurantbrands.co.nz), in accordance with the terms and conditions of the Plan or until

the Plan is terminated or suspended by Restaurant Brands.

This form may be returned at any time to the Registrar by one of the methods below:

By email to: drp@computershare.co.nz

By post to: Computershare Investor Services

Private Bag 92119

Auckland 1142

PARTICIPATION FORM
Restaurant Brands New Zealand Limited

Dividend Reinvestment Plan

RESTAURANT BRANDS

NEW ZEALAND LIMITED

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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